ITEM 5.02
Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
(c)
Appointment of Executive Officers
In
connection with the annual meeting of the Board on October 11, 2007, the Board re-appointed
the following executive officers of the Company to the same positions: Marc Crossman to the position of President
and Chief Executive Officer and Hamish Sandhu as Chief Financial Officer
effective as of October 11, 2007. In addition, the Board re-appointed Sam
Furrow to continue to serve as Chairman of the Board of Directors in a
non-executive capacity.
(e)
Amendment to the 2004 Stock Incentive Plan
In
connection with the previously approved amendment to the 2004 Stock Incentive
Plan (the Plan) by the Companys Board of Directors, the Companys
stockholders, on October 11, 2007, approved and ratified the amendment to the
Plan to increase the number of shares authorized for issuance under the Plan by
4,000,000 to 8,265,172. The foregoing description of the amendment is qualified
in its entirety by reference to the text of the amended version of the Plan,
which is filed as Exhibit 10.1 hereto and incorporated herein by reference to
the previously filed Plan filed on September 5, 2007.
Compensation Arrangements
At
the annual meeting of the Board on October 11, 2007 and by written consent on
October 12, 2007, the Compensation Committee of the Board elected to pay Mr.
Crossman as President and Chief Executive Officer a discretionary bonus as
follows: $150,000 payable on or before
November 30, 2007 and $150,000 payable upon execution of an employment contract
for fiscal 2008.
On
October 15, 2007 and October 17, 2007, the Compensation Committee of the Board approved
grants of restricted stock as follows: (i) Mr. Crossman in the amount of 235,849
shares that vest 1/3 on each anniversary date of the grant in 2008, 2009 and
2010, respectively, (ii) 80,000 shares to Sam Furrow, Kent Savage, Tom ORiordan,
and Suhail Rizvi that vest on a monthly basis over the course of 12 months
beginning November 15, 2007. In lieu of a restricted stock grant, Kelly Hoffman
will be compensated through a cash retainer in the amount of $127,200 paid
monthly over the next twelve months. The restricted stock grants will be
subject to the terms and conditions of the Plan and applicable award agreement
to be executed by each participant. The form of the applicable award agreements
have not been finalized and approved by the Compensation Committee as of the
date of this Current Report on Form 8-K.
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